This First Amendment to Second Amended and Restated Loan Agreement is made as of this 31st day of July, 1996 by and among:
EXHIBIT 10.24
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
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This First Amendment to Second Amended and Restated Loan Agreement is made
as of this 31st day of July, 1996 by and among:
CABLE DESIGN TECHNOLOGIES CORPORATION, a Delaware corporation (the
"Parent"); and
CABLE DESIGN TECHNOLOGIES, INC., a Washington corporation and wholly owned
subsidiary of Parent (the "US Borrower"); and
NORDX/CDT, INC., a corporation incorporated under the federal laws of
Canada (the "CAN Borrower");
The LENDERS and other financial institutions parties hereto (individually,
a "Lender" and collectively, the "Lenders"); and
THE FIRST NATIONAL BANK OF BOSTON, BANQUE PARIBAS, CHICAGO BRANCH, PARIBAS
BANK OF CANADA, BANK OF AMERICA ILLINOIS AND BANK OF AMERICA CANADA, as
Agents for the Lenders (in such capacity, the "Agents")
in consideration of the mutual covenants herein contained and the benefits to be
derived herefrom.
W I T N E S S E T H:
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WHEREAS, on February 5, 1996, the Parent, the US Borrower, the CAN
Borrower, the Lenders and the Agents entered into a Second Amended and Restated
Credit Agreement pursuant to which revolving credit and term loan facilities
were established in favor of the US Borrower and the CAN Borrower; and
WHEREAS, the parties desire to amend the Agreement on the terms set forth
herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. All capitalized terms used herein and not otherwise defined shall have
the same meaning herein as in the Agreement.
2. The definition of "CAN Borrowing Base" is hereby amended by adding the
following after the words "and its Subsidiaries" appearing in clause (b) in the
fifth line of such definition:
"and Nordx/CDT Corp."
3. The definition of "US Borrowing Base" is hereby amended by adding the
following after the words "and its Domestic
Subsidiaries" appearing in clause (b) in the fifth line of such definition:
"(other than Nordx/CDT Corp.)"
4. The definition of "Discretionary Capex" is hereby amended by adding the
following new subparagraphs at the end thereof:
"and (e) in a sum not to exceed US$865,000.00 for the purchase of certain
wire and cable machinery from American Telephone and Telegraph Company; and
(f) in a sum not to exceed US$2,750,000.00 for the purchase or lease of a
building for Raydex/CDT's operations in Littleborough, England."
5. The provisions of Section 12.1(a) of the Agreement are hereby amended
by deleting the following language which appears immediately after "(B)" on page
105 of the Agreement:
"a report of sales and operating profit by division or operating unit; and
(C)"
6. The provisions of Section 12.1(l) of the Agreement are hereby amended
by
o adding the following at the end of each of clauses (i) and (ii)
thereof:
provided, however, that for the Fiscal Year commencing August 1,
1996 only, such forecast shall be furnished not later than
September 30, 1996;
o deleting the words "a projection of the sales and operating profit by
division and operating unit and" appearing in clause (iii) thereof.
7. The provisions of Section 12.17 of the Agreement are hereby deleted in
their entirety.
8. The provisions of (S)13.1 of the Agreement are hereby amended by
deleting the number .025 appearing in the "Amount" column for each "Period", and
substituting in its stead the number .030.
9. The provisions of (S)13.2 of the Agreement are hereby amended by
adding the following new subparagraph:
"(g) Liens upon any Real Estate or machinery and equipment of any
Domestic Subsidiary which is an Acquired
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Person, which Liens secure DS Assumed Debt and were outstanding at the time
of the Acquisition."
10. The provisions of (S)13.3(i) of the Agreement are hereby amended by
adding the words "(including letters of credit)" immediately after the word
"lines" appearing as the first word in the second line thereof.
11. The provisions of (S)13.4(f) of the Agreement are hereby amended by
adding the following at the end thereof:
"and Investments of CDT International in the stock of the CAN Borrower
evidenced by the contribution of cash and property described in Schedule
13.4(f) hereof;"
12. The provisions of (S)13.4(p) of the Agreement are hereby amended by
adding the following at the end thereof:
", other than Investments of property described in Schedule 13.4(f)
hereof;"
13. The provisions of (S)13.4(g) of the Agreement are hereby amended by
adding the following at the end thereof:
"and Investments by the Parent or the US Borrower in Noslo Limited
evidenced by the contribution of the capital stock of NEK Kabel AB to Noslo
Limited;"
14. The provisions of (S)13.5 of the Agreement are hereby amended by
adding the following new subparagraphs:
"(m) any transfer of assets from the Parent to the US Borrower or the US
Borrower to any Domestic Subsidiary, or the CAN Borrower to any of the CAN
Borrower's Subsidiaries;
(n) the transfer by the US Borrower or the Parent of the capital stock
of NEK Kabel AB to Noslo Limited;
(o) the transfer of the capital stock of Noslo Limited from the Parent
to CDT International."
15. Schedule 15.1(d) to the Agreement is hereby amended by deleting NEK
Kabel AB as a Subsidiary of CDT International and including it as a Subsidiary
of Noslo Limited.
16. The Agreement is hereby amended by adding thereto Schedule 13.4(f) in
the form annexed hereto.
17. The Agents and the Lenders acknowledge and agree that the stock of NEK
Kabel AB is not considered a "material portion
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of the Collateral" for purposes of clause (ii) to the sixth provision of
(S)16.2(c) of the Agreement.
18. Except as provided herein, all terms and conditions of the Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first above written.
CABLE DESIGN TECHNOLOGIES
CORPORATION
By: /s/Xxxxxxx X. Xxxx
----------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
CABLE DESIGN TECHNOLOGIES,
INC.
By: /s/Xxxxxxx X. Xxxx
----------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
NORDX/CDT, INC.
By: /s/Xxxxxxx X. Xxxx
----------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT AND US LENDER
By: /s/Xxxxx X. Xxxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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BANQUE PARIBAS, CHICAGO
BRANCH, AS AGENT AND US LENDER
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
PARIBAS BANK OF CANADA, AS
AGENT AND CAN LENDER
By: /s/Xxxxxxx Xxxxxxxx
----------------------
Name: Xxxxxxx Gesselin
Title: Vice President
BANK OF AMERICA ILLINOIS, AS
AGENT AND US LENDER
By: /s/Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
BANK OF AMERICA CANADA, AS
AGENT AND CAN LENDER
By: /s/Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
FLEET NATIONAL BANK, AS US
LENDER
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assist. Vice President
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GIRO-CREDIT BANK, AS US LENDER
By: /s/Xxxxxxx Dailender
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/s/Xxxx Xxxxxxx
-----------------
Name: Xxxxxxxx Dailender/
Xxxx Xxxxxxx
Title: Asst. Vice President
Vice President
THE BANK OF NOVA SCOTIA, AS
CAN LENDER
By: /s/X. Xxxxxx
----------------
Name: X. Xxxxxx
Title: Account Manager
XXXXXX TRUST AND SAVINGS BANK,
AS US LENDER
By: /s/Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
BANK OF MONTREAL, AS CAN
LENDER
By: /s/Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
LaSALLE NATIONAL BANK, AS US
LENDER
By:
----------------------
Name:
----------------------
Title:
----------------------
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XXX-XXXX XXXX XX XXXXXX, AS
CAN LENDER
By: /s/X. Xxxxxx
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/s/X. Xxxxxxxx
---------------
Name: X. Xxxxxx
X. Xxxxxxxx
Title: Vice President
Assistant Vice President
MELLON BANK, N.A., AS US LENDER
By: /s/Xxxx X. Xxxxxxxxx
-----------------------
Name: Xxxx X. Lutterner
Title: Assist. Vice President
MELLON BANK (CANADA), AS CAN
LENDER
By: /s/Xxxxxx X. Xxxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
NATIONAL BANK OF CANADA, AS US
LENDER
By: /s/Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
NATIONAL BANK OF CANADA, AS CAN
LENDER
By: /s/Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: Manager
131634.5
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